Fillable Form to Use Requirements: California Stock Corporation Dissolution (California)

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Form to Use Requirements: California Stock Corporation Dissolution (California)

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Secretary of State
Business Programs Division
Business Entities, 1500 11th Street, Sacramento, CA 95814
California Stock Corporation
Dissolution Requirements – What Form to File
What form(s) do I file to dissolve my California Stock Corporation?
Form to Use Requirements
Short Form Dissolution Certificate -
Form DSF STK
All of the following statements about the California corporation
must be true:
a) Was registered in California within the last 12 months;
b) Has no debts or other liabilities, except as provided in Item c;
c) The tax liability will be satisfied on a taxes paid basis or the tax
liability will be assumed;
d) All required California final tax returns have been or will be
filed with the California Franchise Tax Board;
e) No business has been conducted from the date of registration;
f) No shares have been issued, and if the corporation has
received payments for shares from investors, those payments
have been returned to those investors;
g) The corporation is dissolved; and
h) The assets have been distributed or the corporation acquired
no known assets.
Note: If filing Form DSF STK, Form ELEC STK and Form DISS STK
are not required.
(California Corporations Code section 1900.5.)
Certificate of Election to Wind Up and
Dissolve –
Form ELEC STK
• If the California stock corporation cannot answer yes to all of the
items a) – h) above; and
• If the vote to dissolve was made by less than all the
shareholders.
Note: If the vote to dissolve was made by all of the shareholders and
that fact is stated on Form DISS STK, Form ELEC STK is not
required.
(California Corporations Code section 1901.)
Certificate of Dissolution –
Form DISS STK
• If the California stock corporation cannot answer yes to all of the
items a) – h) above.
Note: If the vote to dissolve was made by less than all of the
shareholders, Form ELEC STK must be filed prior to or together with
Form DISS STK.
(California Corporations Code section 1905.)
The status of the corporation must be active on the records of the California Secretary of State in order to
file dissolution documents. The status of the corporation can be checked online on the Secretary of State's
Business Search at BusinessSearch.sos.ca.gov.
Corp Diss/Stock Info (Rev. 07/2019)
Page 1 of 1
2019 California Secretary of State
bizfile.sos.ca.gov
Secretary of State
Business Programs Division
Business Entities, P.O. Box 944260, Sacramento, CA 94244-2600
Mail Submission Cover Sheet
Instructions:
• Complete and include this form with your submission. This information only will be used to communicate with you
in writing about the submission. This form will be treated as correspondence and will not be made part of the filed
document.
• Make all checks or money orders payable to the Secretary of State.
• Do not include a $15 counter fee when submitting documents by mail.
• Standard processing time for submissions to this office is approximately 5 business days from receipt. All
su
bmissions are reviewed in the date order of receipt. For updated processing time information, visit
www.s
os.ca.gov/business/be/processing-times.
Optional Copy and Certification Fees:
• If applicable, include optional copy and certification fees with your submission.
• For applicable copy and certification fee information, refer to the instructions of the specific form you are submitting.
Contact Person: (Please type or print legibly)
First Name:
__________________________________________________ Last Name: _______________________________________________
Phone (optional): ______________________________________________
Entity Information: (Please type or print legibly)
Name:
__________________________________________________________________________________________________________________
Entity Number
(if applicable): _____________________________________
Comments:
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
_____________________________________________________________________________________________________________
Return Address: For written communication from the Secretary of State related to this document, or if
purchasing a copy of the filed document enter the name of a person or company and the mailing address.
Name:
Company:
Address:
City/State/Zip:
Secretary of State Use Only
T/TR:
AMT REC’D: $
Doc Submission Cover - Corp (Rev. 09/2016)
Clear Form
Print Form
Instructions for Completing the
Certificate of Election to Wind Up and Dissolve (Form ELEC STK)
(California Stock Corporation ONLY)
To put all on notice that the corporation has elected to wind up and dissolve, a California stock corporation must
complete the Certificate of Election to Wind Up and Dissolve (Form ELEC STK). Before submitting the completed
form, you should consult with a private attorney for advice about your specific business needs.
• Form ELEC STK has been created for ease in filing, however, any format may be used, provided it meets
statutory requirements.
•
The status of the corporation must be active in order to file dissolution documents. The status of the
corporation can be checked online on the Secretary of State's Business Search at BusinessSearch.sos.ca.gov.
Important Addi
tional Steps to Terminate the Corporation:
1. Completing the Dissolution Process: To complete the dissolution process, the corporation also must file a
Certificate of Dissolution - Stock (Form DISS STK). This Form ELEC STK is not required when the vote to
dissolve was made by all of the shareholders and that fact is stated on the Form DISS STK.
2.
Final Tax Returns: See California Franchise Tax Board’s (FTB) Publication 1038 – Guide to
Dissolve,
Surrender, or Cancel a California [or Foreign] Business Entity – https://www.ftb.ca.gov/forms/misc/1038.html.
• All f
inal returns required under the California Revenue and Taxation Code must be filed timely (Form
100/100S) with the FTB and the $800 minimum franchise tax for the tax year of the final return must be
paid. If final returns are not filed, the corporation will remain FTB active and continue to be subject to the
$800 minimum franchise tax for each taxable year.
• For information regarding FTB forms and publications go to https://www.ftb.ca.gov or contact the FTB at
(800) 852
-5711 (from within the U.S.) or (916) 845-6500 (from outside the U.S.).
Fees:
• Filing Fe
e: There is no fee for filing this Certificate of Election to Wind Up and Dissolve (Form ELEC STK).
• Faster Service Fee:
- Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you deliver in
person (drop off) your completed document at our Sacramento office. The $15.00 counter drop off fee
provides priority service over documents submitted by mail. The special handling fee is not refundable
whether the document is filed or rejected.
- Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within a
guaranteed timeframe for a non-refundable fee in lieu of the counter drop off fee. For detailed information
about this faster processing service through our Preclearance and Expedited Filing Services, go to
www.sos.ca.gov/business/be/service-options.
- Counter and guaranteed expedite services are available only for documents delivered in person (drop off)
to our Sacramento office.
Copies: To get a copy of the filed document, include payment for copy fees when the document is submitted.
Copy fees are $1.00 for the first page and $.50 for each attachment page. For certified copies, there is an additional
$5.00 certification fee, per document.
Payment Type: Check(s) or money orders should be made payable to the Secretary of State. Do not send cash
by mail. If submitting the document in person in our Sacramento office, payment also may be made by credit
card (Visa or Mastercard®).
Pr
ocessing Times: For current processing times, go to www.sos.ca.gov/busi
ness/be/processing-times.
ELEC STK Instructions (REV 07/2019)
2019 California Secretary of State
bizfile.sos.ca.gov
If you are not completing this form online, please type or legibly print in black or blue ink. Complete the
Certificate of Election to Wind Up and Dissolve (Form ELEC STK) as follows:
Item Instruction Tips
1. Enter the name of the Corporation
exactly as it appears on file with the
California Secretary of State, including
the entity ending (ex: “Jones &
Company, Inc.” or “Smith Construction
Company”).
• If the corporation is a California nonprofit corporation, do
not file this Form ELEC STK; file a Certificate of Election to
Wind Up and Dissolve – Nonprofit (Form E
LEC NP).
• If t
he corporation is a registered foreign corporation (formed
outside of California), do not file this Form ELEC STK; file
the Certificate of Surrender (Form SURR-CORP) to
terminate registration in California.
2. If known, enter the 7-digit file corporate
number issued to the corporation by
the California Secretary of State at the
time of registration.
• The 7-digit file number is provided by the Secretary of State
above the file stamp at the top of the corporation’s
registration document filed with the California Secretary of
State.
• To ensure you have the correct file number and exact name
of the corporation, look to your registration document filed
with the California Secretary of State and any name change
amendments.
•
Secretary of State Records can be accessed online through
our Business Search at BusinessSearch.sos.ca.gov. While
searching the
Business Search, be sure to identify your
corporation correctly, including the jurisdiction that
matches your corporation.
3. You must check the appropriate box
(check one).
• This Form ELEC STK is not required if the vote to
dissolve the corporation was made by ALL of the
shareholders, and that fact is stated on the
Certificate of Dissolution (Form DISS STK).
• If first box is checked, enter the number of shares that
voted in favor of the dissolution. Do not enter the
percentage of shares that voted in favor of the dissolution.
• The Certificate of Election to Wind Up and Dissolve puts all
on notice that the corporation has elected to wind up the
business of the corporation and is in the process of paying
liabilities and distributing assets.
• In order to terminate the corporation, the corporation also
must file a Certificate of Dissolution (Form DISS STK).
4. This statement is required by statute
and must not be altered.
5. You must check the appropriate box
(check one).
ELEC STK Instructions (REV 07/2019)
2019 California Secretary of State
bizfile.sos.ca.gov
6.
• If the first box of Item 5 was
checked, Form ELEC STK must be
dated, signed and verified by the
sole director or a majority of the
directors now in office;
• If the second box of Item 5 was
checked, Form ELEC STK must be
dated, signed and verified by the
chairperson of the board, president
or vice president and the secretary,
chief financial officer, treasurer,
assistant secretary or assistant
treasurer. (Section 173); or
• If the third box of Item 5 was
checked, Form ELEC STK must be
dated, signed and verified by
Shareholder(s) authorized to sign
this certificate by shareholders
holding shares representing at least
50 percent of the voting power of the
above-named corporation.
• Verification requires a statement under penalty of perjury
under the laws of the State of California that the matters set
forth in the certificate are true and correct of the signor’s
own knowledge. (Section 193.)
•
To complete the verification, the date must be the date the
document is
signed by each person.
• If you need more space for additional signatures:
- The dated signature(s) with verification must be
placed on only one side of a standard letter-sized piece
of paper (8 1/2" x 11") clearly marked as an attachment
to the Certificate of Election to Wind Up and Dissolve
(Form ELEC STK) and attach the extra page(s) to the
completed Certificate of Election to Wind Up and
Dissolve (Form ELEC STK).
- The following verification must be included with
additional signatures and date(s) on an attachment: I
declare under penalty of perjury under the laws of the
State of California that the matters set forth in the
certificate are true and correct of my own knowledge.
- All attachments are part of this document.
• Multiple Certificates of Election to Wind Up and Dissolve
(Form ELEC STK) with different signatures will be
returned without being filed.
Mail Submission Cover Sheet (Optional): To make it easier to receive communication related to this document,
including receipt of the copy of the filed document, if purchased, complete the Mail Submission Cover Sheet. For
the Return Address: enter the name of a designated person and/or company and the corresponding mailing
address. Please note the Mail Submission Cover Sheet will be treated as correspondence and will not be made
part of the filed document.
Where to File: Completed forms along with the applicable fees, if any can be mailed to Secretary of State,
Business Entities Filings Unit, P.O. Box 944260, Sacramento, CA 94244-2600 or delivered in person (drop off) to
the Sacramento office, 1500 11th Street, 3rd Floor, Sacramento, CA 95814. This form is filed only in the
Sacramento office.
Return Receipt Requested: It is recommended for proof of submittal that if the Certificate of Election to Wind Up
and Dissolve is mailed to the Secretary of State, it be sent by Certified Mail with Return Receipt Requested.
Legal Authority: General statutory filing provisions are found in California Corporations Code section 1901. All
statutory references are to the California Corporations Code.
ELEC STK Instructions (REV 07/2019)
2019 California Secretary of State
bizfile.sos.ca.gov
Secretary of State
ELEC STK
This Space For Office Use Only
IMPORTANT — Read Instructions before completing this form.
There is No Fee for filing a Certificate of Election to Wind Up and
Dissolve - Stock
Copy Fees – First page $1.00; each attachment page $0.50;
Certification Fee - $5.00 plus copy fees
1. Corporate Name (Enter the exact name of the corporation as it is recorded
with the California Secretary of State.)
2. 7-Digit Secret
ary of State File Number
3. Election
(Check the applicable statement. Only one box may be checked. If the first box is checked, enter the number of
shares (do not enter the percentage of shares). Note: This Form ELEC STK is not required when the vote to dissolve
was made by all of the shareholders and that fact is noted on the Certificate of Dissolution (Form DISS STK).)
The election was made by the vote of _________________________
__ shares of the corporation, and representing at
least 50 percent of the voting power.
The corporation has not issued any shares; the election was made by the board of directors of the corporation.
4. Required Statement (This Statement is required. Do not alter.)
The corporation has elected to wind up and dissolve.
5. Signatory Authority (Check the applicable statement. Only one box may be checked.)
The undersigned is/are the:
Sole director or a majority of the directors now in office of the above-named corporation.
Chairperson of the board, president or vice president and the secretary, chief financial officer, treasurer,
assistant secretary or assistant treasurer of the above-named corporation.
Shareholder(s) authorized to sign this certificate by shareholders holding shares representing at least 50 percent
of the voting power of the above-named corporation.
6. Read, Verify, Date and Sign Below (See Instructions for signature requirements.)
I declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate
are true and correct of my own knowledge.
__________________ ____________________________________________ ______________________________________________
Date Signat
ure Type or Print Name
__________________ __________________________________________ ______________________________________________
Date Signature Type or P
rint Name
__________________
__________________________________________ ______________________________________________
Date Signat
ure Type or Print Name
ELEC STK (REV 07/2019)
2019 California Secretary of State
bizfile.sos.ca.gov
Clear Form
Print Form
Instructions for Completing the
Certificate of Dissolution (Form DISS STK)
(California Stock Corporation ONLY)
To terminate (dissolve) a California stock corporation, complete the Certificate of Dissolution (Form DISS STK).
Before submitting the completed form, you should consult with a private attorney for advice about your specific
business needs.
• Form DISS STK has been created for ease in filing, however, any format may be used, provided it meets
statutory requirements.
• Upon filing Form DISS STK, the corporation will be terminated and the corporation’s powers, rights and
privileges will cease in California.
•
The status of the corporation must be active on the records of the California Secretary of State in order to file
dissolution documents. The status of the corporation can be checked online on the Secretary of
State's Business Search at BusinessSearch.sos.ca.gov.
Fees:
• Filing Fee
: There is no fee for filing this Certificate of Dissolution (Form DISS STK).
• Faster Service Fee:
- Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you deliver in
person (drop off) your completed document at our Sacramento office. The $15.00 counter drop off fee
provides priority service over documents submitted by mail. The special handling fee is not refundable
whether the document is filed or rejected.
- Guaranteed Expedite Drop Off: For more urgent submissions, documents can be processed within a
guaranteed timeframe for a non-refundable fee in lieu of the counter drop off fee. For detailed information
about this faster processing service through our Preclearance and Expedited Filing Services, go to
www.sos.ca.gov/business/be/service-options.
- Counter and g
uaranteed expedite services are available only for documents delivered in person (drop off)
to our Sacramento office.
Copies: To get a copy of the filed document, include payment for copy fees when the document is submitted.
Copy fees are $1.00 for the first page and $.50 for each attachment page. For certified copies, there is an additional
$5.00 certification fee, per document.
Payment Type: Check(s) or money orders should be made payable to the Secretary of State. Do not send cash
by mail. If submitting the document in person in our Sacramento office, payment also may be made by credit card
(Visa or Mastercard®).
Pr
ocessing Times: For current processing times, go to www.sos.ca.gov/business/be/processing-times.
If you are not completing this form online, please type or legibly print in black or blue ink. Complete the
Certificate of Dissolution (Form DISS STK) as follows:
Item
Instruction
Tips
1.
Enter the name of the Corporation
exactly as it appears on file with the
California Secretary of State, including
the entity ending (ex: “Jones &
Company, Inc.” or “Smith Construction
Company”).
•
If the corporation is a California nonprofit corporation, do not
file this Form DISS STK; file a Certificate of Dissolution –
Nonprofit (Form DISS NP).
• If the corporat
ion is a registered foreign corporation (formed
outside of California), do not file this Form DISS STK; file a
Certificate of Surrender (Form SURR-CORP) to terminate the
registration in California.
DISS STK Instructions (REV 07/2019)
2019 California Secretary of State
bizfile.sos.ca.gov
2. If known, enter the 7-digit corporate file
number issued to the corporation by the
California Secretary of State at the time
of registration.
• The 7-d
igit corporate file number is provided by the Secretary
of State above the file stamp at the top of the corporation’s
registration document filed with the California Secretary of
State.
• To ensure you have the correct file number and exact name
of the corporation, look to your registration document filed
with the California Secretary of State and any name change
amendments.
• Secretary of State Records can be accessed online through
our Business Search at BusinessSearch.sos.ca.gov. While
searching the Business Search, be sure to identify your
corporation correctly including the jurisdiction that
matches your corporation.
3. Check the box only
if the vote to
dissolve was made by the vote of all the
shareholders.
• If the dissolution was made by the vote of all the
shareholders of the California corporation, check the box. The
Certificate of Election - Stock (Form ELEC STK) is not
required.
• If the box is not checked, a Certificate of Election of
Election to Wind Up and Dissolve (Form ELEC STK) m
ust
be filed prior to or together with this Certificate of Dissolution
(Form DISS STK).
4.
• Must check the box next to the
applicable statement. Only one box
may be checked.
• If the second box is checked, specify
in an attachment to this certificate the
name and address of the assumer
and
the provisions made for the
assumed or guaranteed payment.
• If the second box is checked, you must include in an
attachment the name, address and descriptions of the
provisions made with the assumer, guarantor or depositary
institution.
• The assumer or guarantor must be the corporation, person or
governmental agency.
• See filing tips for Item 6 below for details on using an
attachment.
5.
These statements are required by
statute and must not be altered.
See Final Tax Returns section below.
6.
• This Certificate of Dissolution (Form
DISS STK) must be dated, signed and
verified by a majority of the directors in
office or by the sole director, if there is
only one.
• Verification requi
res a statement under penalty of perjury
under the laws of the State of California that the matters set
forth in the certificate are true and correct of the signor’s
own knowledge. (Section 193.)
•
To complete the verification, the date must be the date the
document is signed by each person.
• If you need more space for additional signatures:
- The dated signature(s) with verification must be
placed on only one side of a standard letter-sized piece
of paper (8 1/2" x 11") clearly marked as an attachment
to the Certificate of Dissolution (Form DISS STK) and
attach the extra page(s) to the completed Certificate of
Dissolution (Form DISS STK).
- The following verification must be included with
additional signatures and date(s) on an attachment: I
declare under penalty of perjury under the laws of the
State of California that the matters set forth in the
certificate are true and correct of my own knowledge.
- All attachments are part of this document.
• Multiple Certificates of Dissolution (Form DISS STK) with
different signatures will be returned without being filed.
DISS STK Instructions (REV 07/2019)
2019 California Secretary of State
bizfile.sos.ca.gov
Mail
Submission Cover Sheet (Optional): To make it easier to receive communication related to this document,
including a purchased copy of the filed document, if any, complete the Mail Submission Cover Sheet. For the
Return Address: Enter the name of a designated person and/or company and the corresponding mailing address.
Please note the Mail Submission Cover Sheet will be treated as correspondence and will not be made part of the
filed document.
Where to File: Completed forms along with the applicable fees, if any can be mailed to Secretary of State,
Business Entities Filings Unit, P.O. Box 944260, Sacramento, CA 94244-2600 or delivered in person (drop off) to
the Sacramento office, 1500 11th Street, 3rd Floor, Sacramento, CA 95814. This form is filed only in the
Sacramento office.
Return Receipt Request: It is recommended for proof of submittal that if the Certificates of Dissolution (Form DISS
STK) is mailed to the California Secretary of State, it be sent by Certified Mail with Return Receipt Requested.
Legal Authority: General statutory filing provisions are found in California Corporations Code section 1905. All
s
tatutory references are to the California Corporations Code.
Final Tax Returns: See California Franchis
e Tax Board’s (FTB) Publication 1038 – Guide to
Dissolve, Surrender,
or Cancel a California [or Foreign] Business Entity – https://www.ftb.ca.gov/forms/misc/1038.html.
• All
final returns required under the California Revenue and Taxation Code must be filed timely (Form 100/100S)
with the FTB and the $800 minimum franchise tax for the tax year of the final return must be paid. If final returns
are not filed, the corporation will remain FTB active and continue to be subject to the $800 minimum franchise tax
for each taxable year.
•
For information regarding FTB forms and publications go to https://www.ftb.ca.gov or contact the FTB at
(800) 852-5711 (from within the U.S.) or (916) 845-6500 (from outside the U.S.).
DISS STK Instructions (REV 07/2019)
2019 California Secretary of State
bizfile.sos.ca.gov
Secretary of State
DISS STK
This Space For Office Use Only
Certificate of Dissolution
(California Stock Corporation ONLY)
IMPORTANT — Read Instructions before completing this form.
There is No Fee for filing a Certificate of Dissolution - Stock
Copy Fees – First page $1.00; each attachment page $0.50;
Certification Fee - $5.00 plus copy fees
1. Corporate Name (Enter the exact name of the Corporation as it is recorded
with the California Secretary of State.)
2.
7-Digit Secretary of State File Number
3. Election
The dissolution was made by a vote of ALL of the shareholders of the California corporation.
Note: If the above box is not checked, a Certificate of Election to Wind Up and Dissolve (Form ELEC STK) must be filed prior to
or together with this Certificate of Dissolution. (California Corporations Code section 1901.)
4. Debts and Liabilities
(Check the applicable statement. Only one box may be checked. If second box is checked, must
include the required information in an attachment.)
The known debts and liabilities have been actually paid or paid as far as its assets permitted.
The known debts and liabilities have been adequately provided for in full or as far as its assets permitted by their
assumption. Included in the attachment to this certificate, incorporated herein by this reference, is a description
of the provisions made and the name and address of the person, corporation or government agency that has
assumed or guaranteed the payment, or the depository institution with which deposit has been made.
The corporation never incurred any known debts or liabilities.
5. Required Statements (Do not alter the Required Statements – ALL must be true to file Form DISS STK.)
a. The Corporation has been completely wound up and is dissolved.
b. All final returns required under the California Revenue and Taxation Code have been or will be filed with the
California Franchise Tax Board.
c. The known assets have been distributed to the persons entitled thereto or the corporation acquired no known
assets.
6. Read, Verify, Date and Sign Below (See Instructions for signature requirements.)
The undersigned is the sole director or a majority of the directors now in office. I declare under penalty of perjury
under the laws of the State of California that the matters set forth in this certificate are true and correct of my own
knowledge.
______________ ___________________________________________ ________________________________________________
Date Signature Type or Print Name
_______________ __________________________________________ ________________________________________________
Date Signature Type or Print Name
_______________ __________________________________________ ________________________________________________
Date Signature Type or Print Name
DISS STK (REV 07/2019)
2019 California Secretary of State
bizfile.sos.ca.gov
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Form to Use Requirements: California Stock Corporation Dissolution (California)

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Completed 12 November 2020

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